DEALERSHIP AGREEMENT

1 1 DEALERSHIP AGREEMENT THIS AGREEMENT is made on this _____ day of _____ by and between Seeds Corporation Limited (NSC), a company under the Administrative Control of MOA&FW, GOI duly incorporated under the Companies Act, 1956, having its Corporate and Registered Office at Beej Bhawan, Pusa Complex, New Delhi-110012 hereinafter referred to as THE COMPANY ( which expression shall unless excluded by or repugnant to the context or meaning thereof, be deemed to include their successors in business, assigns, executors and administrators) of the one part, AND M/s. _____ being a Sole Proprietorship firm/Partnership firm/Private/Public limited company/Co-operative Society having its principal place of business/ Registered office at_____ hereinafter referred to as the DEALER ( which expression shall unless excluded by or repugnant to the context or meaning thereof, shall be deemed to include their successors in business, assigns, executors and administrators) of the second part.

2 WHEREAS the Company is engaged inter-alia in the business of research, production, processing, distribution and marketing of Agriculture, Horticulture and Vegetable Crop Seeds, Fodder blocks etc.(hereinafter referred to as Product/Goods). AND WHEREAS the Dealer is engaged in the business of trading in Agricultural input Products and is desirous of being appointed as the Dealer for the Company and the Company agrees to appoint M/s. _____ as its Dealer of category _____(A/B/C) for _____ _____ Village /Mandal /Taluk (Tehsil )/District /State (hereinafter referred to as Territory ) on such terms and conditions as are contained herein. Both the COMPANY and DEALER may hereinafter be referred to singularly as Party and collectively as Parties.

3 NOW THIS AGREEMENT WITNESSETH and in consideration of the mutual promises and covenants hereinafter contained, it is hereby agreed by and between the parties as follows:- 2 1. DEFINITIONS For the purposes of this AGREEMENT , the following terms shall have the following meanings unless the context specifically requires otherwise AGREEMENT shall mean this DEALERSHIP AGREEMENT . Assign shall mean absolute transfer of interest and rights to a third party on which the assignor shall have no control. Competing Products shall mean any products in the same class as the Products and/or having similar or identical nature and kind. DEALERSHIP shall mean business to store and sell the Products/Goods.

4 Dealer shall mean Dealer as defined in Section-2(c) of the Seeds (Control) Order, 1983 and appointed under this written AGREEMENT by the Company . Effective Date means the date on which this AGREEMENT enters into force pursuant to its provisions. Label shall mean the Trademark, Trade Name, Copyright or any Distinctive Signs or for that matter any intellectual property of Company or other Companies with which the Company has trade/business agreements for production, supply, marketing arrangements as selected by it for the Products. Month shall mean a Calendar month. Non-Exclusive shall means that the party granting the right shall be free to grant the same right to any other party within the relevant territory.

5 Persons shall include Corporations, Firms, Company either Private/Public Co-operative Soceity/Sangh and persons. Products / Goods shall mean the Agriculture, Horticulture, Vegetable Crop Seeds/Tubers, Tissue Culture Plants, Fodder Blocks etc. produced and/or distributed by Company. Territory shall mean area assigned for DEALERSHIP . 3 In writing and Written shall include printing, lithography and other modes of representing or reproducing words in visible form. Year shall mean a financial year starting from 1st April and ending 31st March of the subsequent year. 2. MUTUAL INDEPENDENCE OF THE PARTIES The Parties acknowledge that they are independent of each other. No relation of subordination exists or shall ever exist between them at any time during the performance of this AGREEMENT .

6 Thus, nothing contained herein shall be construed as conferring upon the Dealer the capacity of agency or of legal representative of the Company. Accordingly, the Dealer shall under no circumstances be entitled to enter into on behalf of the Company any commitments, express or implied, binding on the Company without the latter s written consent. Nothing in this AGREEMENT shall constitute or be deemed to constitute a partnership between the parties hereto and the Dealer shall have no authority or power to bind the Company or to contract in the name or create a liability against the Company in any way or for any purpose. The Company and the Dealer agree that all prior understandings relating to all or part of the Dealer of Products are terminated and superseded by this AGREEMENT .

7 3. GRANT OF DEALERSHIP The Company hereby grants and entrusts to the Dealer, who agrees and accepts the non-exclusive DEALERSHIP of the products/goods of the Company as Category_____(A/B/C) for _____ Village /Mandal /Taluk (Tehsil )/District /State along with outlets/sale points as per Annexure-I on such terms and conditions as are contained herein. 4. PRODUCTS/GOODS This AGREEMENT shall be in respect of all Products Produced, Marketed and Traded by the Company. 4 The Dealer shall not sell any product which has expired its validity period as mentioned in the label. Any attempt to do so would lead to initiation of legal action against the Dealer and the Dealer shall be responsible for all consequential claims/losses as per prevailing kind.

8 The Dealer shall undertake to sell the products/goods of the Company at all times in the original packing with the original labels affixed and not to tamper with the packing or seal/tag facilitating adulteration, pilferage or admixture to the material supplied by the Company. The Dealer shall indemnify the Company against any claims, losses and other liabilities that may arise consequent to any violation of the above terms and save the Company from any costs, claims and expenses arising thereby. 5. SELLING PRICE Dealer shall sell the products/goods purchased from the Company, at a price which will not be more than the Maximum Retail Price(MRP) as specified on the packet and or informed in writing from time to time by the Company or under any other regulation or order of the State or Central Governments.

9 The Dealer shall purchase the products/goods from the Company at the prices indicated in the Company s price list from time to time. Such prices will be subject to periodic change and will be applicable at the time of delivery and or on the Invoice/Bill/Debit memo etc. at the discretion and decision of the Company. The Company shall have the right to modify the prices at any time. The parties agree that the Company shall not be held responsible for any loss/damage caused due to revision in prices by the Company on account of fluctuation in the cost of production/transportation cost/excise duties and other levies as well as other factors influencing the cost of production. 6.

10 TERM/TERMINATION This AGREEMENT shall come into effect and/or be operative from _____ and shall be effective for three(3) years or 5 Seed License Validity period from the said date, whichever is earlier. This AGREEMENT shall be terminable on one month s written Notice on either side, provided, however, the Company reserves the right to terminate this AGREEMENT forthwith without Notice in the event of the Dealer committing a breach of any of the terms and conditions. Without prejudice to any other remedy available to the Company, such termination shall not entitle the Dealer to claim any compensation or payment of any kind from the Company. This AGREEMENT shall automatically terminate if either the Dealer files a petition of bankruptcy or goes into liquidation, or suffers a receiver liquidator or administrator to be appointed over any or all of its assets in compliance with applicable laws, rules and regulations, in which case termination shall become effective as of the date of that event.